2011-03-10 15:56:46 CET
2011-03-10 15:57:46 CET
REGULATED INFORMATION
Amanda Capital - Company Announcement
CORRECTION: AMANDA CAPITAL PLC PROSPECTUS APPROVED
NOT FOR RELEASE IN THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN
AMANDA CAPITAL PLC STOCK EXCHANGE
RELEASE
March 10, 2011
NOT FOR RELEASE IN THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN
CORRECTION: AMANDA CAPITAL PLC PROSPECTUS APPROVED
CORRECTION TO THE STOCK EXCHANGE RELEASE March 9, 2011
In the Stock Exchange release published on March 9, 2011, Pro Forma information
was attached as a pdf-file. In this corrected release essential Pro Forma
information is included in the release.
Finnish Financial Supervisory Authority has today March 9, 2011 approved Amanda
Capital Plc's (hereafter also the ”Company”) prospectus (hereafter also the
“Prospectus”). The Prospectus is available from March 10, 2011 onwards at the
registered office of the Company located at address Aleksanterinkatu 15 A, 6th
floor, 00101 Helsinki on weekdays within the limits of normal business hours,
at the NASDAQ OMX Helsinki Ltd. Service Desk, at address Fabianinkatu 14, 00130
Helsinki, Finland and in electronic format on the Company's website at
www.amandacapital.fi.
The Prospectus relates to the combination agreement dated December 21, 2010 by
and between shareholders of Advium Corporate Finance Oy:n (”Advium”),
shareholders of eQ Asset Management Group Oy (”eQ AMG”) and holders of a
convertible bond of eQ AMG (as borrower) regarding acquisition of shares in
Advium and eQ AMG and the convertible bond of eQ AMG (as borrower) (the
”Transaction”).
According to the terms and conditions of the combination agreement the closing
of the Transaction requires that the Board of Directors of the Company, by
virtue of authorisation to issue new shares or other equity securities given by
the shareholders meeting of the Company, issues total of 10 302 605 new shares
(the ”Exchange Shares” or ”Shares”) for subscription to shareholders of Advium
Corporate Finance Oy (”Advium”), shareholders of eQ Asset Management Group Oy
(”eQ AMG”) and holders of convertible bond of eQ AMG (as borrower) against
shares or Advium and eQ AMG and eQ AMG (as borrower) convertible bond. The
intention is to close the Transaction without delay after the annual general
meeting of the Company to be held on March 16, 2011. The Company issues the
Prospectus solely for the purpose of admission of the Shares to public trading
on NASDAQ OMX Helsinki Ltd and thus the Company does not offer Shares on the
basis of the Prospectus.
The Prospectus includes unpublished information described in more detail below.
Description of the Transaction
The total amount of shares of the Company after subscription and registration
of the Shares is 33 070 351. The Shares issued to the shareholders of Advium
represent 25.71 % of the shares and votes of the Company prior to the execution
of the Transaction and the share issue (17.70 % of the shares and votes of the
Company after the execution of the Transaction and the share issue). The Shares
issued to the shareholders of eQ AMG and holders of the convertible bond of eQ
AMG represent 19.54 % of the shares and votes of the Company prior to the
execution of the Transaction and the share issue (13.45 % of the of the shares
and votes of the Company after the execution of the Transaction and the share
issue). The total amount of the Shares issued in the share issue represent
45.25 % of the shares and votes of the Company prior to the execution of the
Transaction and the share issue (31.15 % of the of the shares and votes of the
Company after the execution of the Transaction and the share issue).
As part of the Transaction, the Board of Directors of the Company resolved on
December 21, 2010 to convey a total of 587 364 shares of the Company to
Fennogens Investments S.A and Notalar Oy (a company controlled by Janne Larma)
in accordance with the combination agreement. The transfer price of shares in
the said transaction was 1.85 euros per share. The shares represent 2,58 % of
the shares and votes of the Company prior to the execution of the Transaction
and the share issue (1.78 % of the of the shares and votes of the Company after
the execution of the Transaction and the share issue).
The combination agreement includes provisions according to which the Company
shall pay, within 30 days after the closing of the Transaction, a cash
consideration to the shareholders of Advium based on the liquid assets of
Advium as of December 31, 2010. The combination agreement includes the formula
for the calculation of the same. The Company and the shareholders of Advium
have confirmed that the amount of the respective payment is 825.29 euros and
the payment shall be made by March 31, 2011.
The combination agreement includes provisions according to which the
shareholders of Advium and shareholders of eQ AMG and holders of the
convertible bond of eQ AMG undertake to lock-up provisions. According to the
terms of the lock-up arrangement the respective parties may not transfer the
Shares within 24 months of the closing of the Transaction. However, the lock-up
restriction applies to 80 % of the Shares received by each of the respective
parties.
In deviation of the above said, Mr. Janne Larma has undertaken not to transfer
the Shares (held by him personally or by companies controlled by him) within 36
months of the closing of the Transaction. However, the lock-up restriction
applies to 80 % of the Shares held by Janne Larma for the period of 24 months
of the closing of the Transaction and 40 % of the Shares during the remainder
of the 36 month period mentioned above.
Information About the Combined Group
The Company considers that Amanda, Advium and eQ AMG do not have overlapping
operations. The Company considers that the Transaction does not affect the
personnel of the Combined Group (Company and/or its business after the
Transaction including Amanda, Advium and eQ AMG and their business operations
as conducted prior to the Transaction). All companies involved in the
Transaction shall continue their operations at the current premises, although
in the future the premises in the Greater Helsinki Area shall most likely be
re-arranged in order to increase efficiency. In addition to the Greater
Helsinki Area, the Combined Group has offices in Tampere and Kuopio. Due to the
above, achieving cost synergies is not the aim of the Transaction.
The management of the Company estimates that the Combined Group is able to
utilize the existing customer base in its sales and that the Combined Group is
able to provide to the existing and new customers wider service offering and
product portfolio.
As part of the Combined Group, the fund offering of Amanda and eQ AMG consists
of a total of 29 own capital and investment funds (Amanda 7 funds and eQ AMG 22
funds) and funds of the partners of the Combined Group. The Combined Group has
substantial institutional clients as well as total of 11 000 holders of fund
units (including eQ AMG´s own funds and funds of its partners).
The future emphasis is on continuing efforts in trust and quality. The purpose
of the Combined Group is to be forerunner in asset management and to offer its
client first class investment services also in the future. The aim of the
Combined Group is to grow in all of its business areas. This will be done
domestically and in neighboring markets, both organically and through
acquisitions. Amanda has made investments to private equity funds from its own
balance sheet. In the future such investments shall be made only to the fund of
funds managed by Amanda itself, which allows for more flexible distribution of
profits and more freedom to allow for the growth of the Company.
Pro forma -information
The Prospectus includes unpublished unaudited pro forma information. The
unaudited pro forma information has been prepared to demonstrate to the reader
the effects of the Transactions and the purpose of the pro forma information is
not to describe the results of operations and the balance sheet position had
the Transactions taken place at the time described in the said information. The
pro forma information also does not demonstrate future financial performance of
the Company.
The subscription price of Shares to be issued is EUR 1.41 euros per share. The
subscription price is based on the combination agreement and the subscription
price and conversion ratio agreed therein. The total subscription price of
Shares and the total value of the Transaction is approximately 14.5 million
euros, which sum is used in the pro forma information. The value of the
Transactions recorded on the IFRS balance sheet is determined at the time of
the closing of the Transaction. Each 0.10 euro increase in the value of the
share price of the Company increases the value of the Transaction by
approximately 1 million euros. E.g. by using share value of 1.61 euros the
value of the Transaction would be 16.6 million euros.
Essential Pro Forma -information
The unaudited pro forma income statement of 31 December 2010 has been drawn up
presuming that the Transaction had taken place on 1 January 2010. The unaudited
pro forma balance sheet of 31 December 2010 has been drawn up presuming that
the combination had taken place on 31 December 2010. The unaudited pro forma
financial information is based on Amanda's historic, audited financial
statements as well as Advium's and eQ AMG's audited financial statements.
Amanda's historic financial information has been prepared on the basis of IFRS
standards. Advium's and eQ AMG's audited financial statements for the financial
period that ended on 31 December 2010 have been prepared in accordance with the
Finnish Accounting Standards (FAS). The differences between the accounting
standards applied by Advium and eQ AMG and financial information that has been
prepared according to IFRS have been described in the pro forma balance sheet
table, in column ”IFRS adjustment”. The total impact of the IFRS adjustments on
the pro forma income statement and the balance sheet total is EUR 238 thousand.
The classification and presentation of the income statement and balance sheet
items of Advium and eQ AMG have been altered to correspond to the manner of
presentation applied by Amanda.
In the acquisition cost calculation according to IFRS, the acquisition price
will be allocated to, e.g. the order stock, customer relations and brand. This
allocation has not yet been made, but according to the management's assessment,
the major part of the acquisition cost to be allocated will be goodwill. As for
the items allocated to customer relations and the order stock, deferred taxes
will be taken into consideration and written off during the financial
life-time. Most of the goodwill is regarded as resulting from professional
employees. As a result of the Transaction, Advium and eQ AMG will become wholly
owned subsidiaries of Amanda.
The herein presented unaudited pro forma financial information should be read
together with the consolidated financial statements of Amanda for the
accounting period that ended on 31 December 2010 as well as Advium's and eQ
AMG's consolidated financial statements for the accounting period that ended on
31 December 2010.
Amanda Capital Plc's unaudited pro forma income statement and balance sheet
PRO FORMA INCOME STATEMENT
Amanda eQ AMG Advium Pro Forma Pro Forma
--------------------------------------------------------------------------------
1.1-31.12.2010. EUR 1 000. Audited Audited Audited adjustments Unaudited
--------------------------------------------------------------------------------
(IFRS) (FAS) (FAS)
--------------------------------------------------------------------------------
Net sales 5 108 5 114 2 519 12 741
--------------------------------------------------------------------------------
Personnel expenses -1 330 -2 649 -1 131 -5 110
--------------------------------------------------------------------------------
Depreciation -710 -368 -96 238 -936
--------------------------------------------------------------------------------
Other operating expenses -1 240 -2 334 -414 - 100 -4 087
--------------------------------------------------------------------------------
Operating profit 1 829 -237 878 2 608
--------------------------------------------------------------------------------
Financial income and expenses -623 -55 -10 -688
--------------------------------------------------------------------------------
Profit before taxes 1 205 -292 868 138 1 920
--------------------------------------------------------------------------------
Income tax -371 -4 -229 -604
--------------------------------------------------------------------------------
Minority interest -16 -16
--------------------------------------------------------------------------------
Profit for the period 834 -312 639 138 1 300
--------------------------------------------------------------------------------
PRO FORMA BALANCE SHEET
31.12.10 Amanda Trans- Amanda Advium eQ Advium Elimi- IFRS PF
AMG
--------------------------------------------------------------------------------
EUR (IFRS) action (IFRS) (FAS) (FAS) div. nation adjust
thousan and -ment
d issue
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Cash 4 112 -100 4 012 756 11 -412 4 367
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Intangib
le
assets
--------------------------------------------------------------------------------
Old 4 574 4 574 210 2 272 238 7 294
--------------------------------------------------------------------------------
New 10 890 10 889
--------------------------------------------------------------------------------
4 574 4 574 210 2 272 10 890 18 184
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Shares 1 798 13 527 15 325 0 36 -13 527 2 114
and
particip
ations
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Other 41 001 1 000 42 001 662 2 061 -1 000 43 445
assets
--------------------------------------------------------------------------------
Total 51485 14427 65912 1628 4381 -412 -3637 238 68110
assets
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Liabilit 7 256 7 256 926 1 035 9 216
ies
--------------------------------------------------------------------------------
Converti 1 000 -1 000 0
ble bond
--------------------------------------------------------------------------------
Sharehol
ders'
equity
--------------------------------------------------------------------------------
Old 44229 -100 44129 702 2 347 -615 -2 434 238 44367
shareho
lders'
equity
--------------------------------------------------------------------------------
New 14 527 14 527 203 -203 14 527
issue
--------------------------------------------------------------------------------
44229 14 427 58 656 702 2 347 -412 -2 637 58894
--------------------------------------------------------------------------------
Total 51485 14427 65912 1628 4381 -412 -3637 238 68110
share-
holders'
equity
and
liabili
ties
--------------------------------------------------------------------------------
Helsinki March 10, 2011
AMANDA CAPITAL PLC
Jyrki Orpana
Deputy CEO
Additional information: Topi Piela, puh. +358 40 700 2324
Amanda Group is a private equity management company. Its parent company is the
first publicly listed private equity fund of funds in Scandinavia. Amanda has
investments in 21 private equity funds and in five funds of funds under
Amanda's own management.
Amanda Group offers asset management, investment advice, administrative and
reporting services to 13 investment portfolios. Investments from these
portfolios have been made in more than 190 private equity funds in Europe, the
U.S., Asia and Russia in the amount of EUR 2.6 billion (original investment
commitments).
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